<PAGE>
 
                                                                    EXHIBIT 99.1

                           EXECUTIVE COMPENSATION OF
                        DUQUESNE LIGHT COMPANY EXECUTIVE
                    OFFICERS FOR 1996 AND SECURITY OWNERSHIP
                      OF DUQUESNE LIGHT COMPANY DIRECTORS
                 AND EXECUTIVE OFFICERS AS OF FEBRUARY 21, 1997

Compensation

     The following Summary Compensation Table sets forth certain information as
to cash and noncash compensation earned and either paid to, or accrued for the
benefit of, the current President and Chief Executive Officer, the four other
highest-paid executive officers of Duquesne Light Company ("Duquesne"), and the
former Chairman of the Board and Chief Executive Officer who resigned effective
August 9, 1996, for service during the years indicated.  Each of Messrs.
Marshall, Schwass, and Roque and Ms. Green is, and Mr. von Schack was, an
executive officer of both DQE and Duquesne.  The titles listed are those held
for Duquesne, and the amounts shown for 1994, 1995, and 1996 are for service to
Duquesne only.  Total compensation amounts are shown in the DQE Proxy Statement.
This information is incorporated here by reference.  Mr. Cross is an executive
officer of Duquesne only, and the amounts shown are for services in that
capacity.

                                       
                          SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                     Annual  Compensation                     Long-Term Compensation
                                ------------------------------      ------------------------------------------
                                                                                 Awards              Payouts
                                                                    ----------------------------     -------  
(a)                      (b)      (c)       (d)          (e)           (f)               (g)            (h)        (i)
                                                        Other                        Securities                    All
                                                       Annual       Restricted       Underlying                   Other
                                                       Compen-        Stock          Performance       LTIP      Compen-
Name and                        Salary     Bonus       sation        Award(s)       Options/SARs      Payouts     sation
Principal Position       Year     ($)      ($)(1)      ($)(2)         ($)(3)            (#)(4)          ($)     ($)(2)(7)
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>    <C>        <C>         <C>          <C>             <C>                <C>       <C>
D. D. Marshall           1996   202,640    70,957       47,799       98,875 (5)            47,949            0      7,375
  President & Chief                                                   4,008 (6)
  Executive Officer      1995   199,033    73,998       23,814            0                54,212            0      3,660
                         1994   171,638    48,450        6,997            0                52,813            0      4,033
 
J. E. Cross              1996   258,333    51,667            0      141,250 (5)            27,236            0      7,231
  President,                                                          5,650 (6)
  Generation Group       1995   213,333    58,500            0            0                33,750            0      4,451
                         1994    79,125    14,625            0            0                37,500            0      1,121
 
G. L. Schwass            1996   125,000    43,750       62,096            0                54,471            0      4,458
  Senior Vice Pres.      1995   184,817    67,174       51,724            0                52,493            0      3,794
  and CFO                1994   171,638    57,000       19,073            0                52,813            0      3,739
 
D. L. Green              1996   136,500    32,760        9,702        3,955 (6)            48,954            0      7,622
  Sr. Vice President     1995   184,000    51,900       44,268            0                28,954            0      4,460
  Customer Operations    1994   166,333    49,500       16,319            0                35,469            0      4,482
 
V. A. Roque (5)          1996   122,500    36,750            0        3,878 (6)            12,174            0      7,388
  Vice President and     1995   149,275    44,783      183,478            0                27,067            0      3,830
  General Counsel
 
W. W. von Schack         1996   193,883    84,300      400,822            0                71,782            0      1,828 (8)
  Former Chairman        1995   375,320   166,079      149,150            0               141,926            0      3,794
  and CEO                1994   393,360   163,240      155,272            0               155,000            0      4,014
  1/1/96  8/9/96
</TABLE>
<PAGE>
 
(1)  The amount of any bonus compensation is determined annually based upon the
     prior year's performance and either paid or deferred (via an eligible
     participant's prior election) in the following year.  The amounts shown for
     each year are the awards earned in those years but established and paid or
     deferred in the subsequent years.  Mr. von Schack's bonus was prorated for
     his months of service before his resignation.

(2)  Amounts of Other Annual Compensation are connected to the funding of non-
     qualified pension benefit accruals for Messrs. Marshall, Schwass, and von
     Schack and Ms. Green.  Amounts of Other Annual Compensation for Mr. Roque
     represent reimbursement for moving expenses, including sale of residence
     and income taxes.  Amounts of All Other Compensation shown are Company
     match contributions during 1994, 1995, and 1996 under the Duquesne Light
     Company 401(k) Retirement Savings Plan for Management Employees and
     compensatory tax payments on restricted stock.

(3)  The awards listed are the only restricted stock holdings of the named
     officers.

(4)  Includes total number of stock options granted during the fiscal year, with
     or without tandem SARs and stock-for-stock (reload) options on option
     exercises, as applicable, whether vested or not.  See table titled
     Option/SAR Grants in Last Fiscal Year.  The stock options are subject to
     vesting (exercisability) based on Company and individual performance and
     achievement of specified goals and objectives.  Of the original amount of
     1994 stock options granted, Messrs. Marshall and von Schack have lost 2,673
     and 3,988 stock options, respectively.  Of the amount of 1995 stock options
     granted, Messrs. Marshall and von Schack have lost 347 and 1,524 stock
     options, respectively.  Of the amount of 1996 stock options granted, Ms.
     Green and Mr. Cross lost 3,876 and 8,625 stock options, respectively.

(5)  Vesting of this award is based on the achievement of performance goals for
     a three-year period.  Dividends will be accrued and paid after the end of
     the three-year period on the shares earned.

(6)  Represents the value of 200 shares of DQE Common Stock awarded as part of
     the consideration for the signing of a Non-Competition and Confidentiality
     Agreement.  Dividends are paid quarterly.

(7)  In 1996, premiums in the amount of $95,980 were paid by the Company for
     split-dollar life insurance for Mr. von Schack.  This amount was refunded
     to the Company in full in 1996 in connection with his resignation.

(8)  Includes a payment of $401 to cover one month's health care premium
     pursuant to Mr. von Schack's resignation.

                                       2
<PAGE>
 
Supplemental Tables

    The following tables provide information with respect to options to purchase
DQE Common Stock and tandem stock appreciation rights in 1996 under the DQE,
Inc. Long-Term Incentive Plan.

                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               Individual Grants
<TABLE>
<CAPTION>
       (a)                (b)               (c)            (d)           (e)           (f)
                       Number of        % of Total
                      Securities       Options/SARs      Exercise                     Grant
                      Underlying        Granted to       or Base                      Date
                     Options/SARs        Employees        Price      Expiration      Present
       Name          Granted  (#)     in Fiscal Year    ($/Sh)(3)       Date      Value ($)(4)
------------------------------------------------------------------------------------------------
<S>                  <C>               <C>              <C>           <C>          <C>
D. D. Marshall       20,290   (1)                4.7%   30.1875        02/26/06    89,276 *
                     13,139   (2)                3.0%   26.4375        02/18/02    37,709 *
                        619   (2)                0.1%   30.0000        02/18/02     2,037 *
                     13,901   (2)                3.2%   30.0000        08/29/04    49,210 *
                             
J. E. Cross          22,360   (1)                5.2%   30.1875        02/26/06    98,384 *
                      2,403   (3)                0.6%   27.5625        08/29/04     7,834 *
                      2,473   (3)                0.6%   28.5625        08/29/04     7,889 *
                             
G. L. Schwass        14,493   (1)                3.4%   30.1875        02/26/06    63,769 *
                     18,229   (2)                4.2%   27.5625        07/22/01    54,140 *
                        748   (2)                0.2%   27.5625        08/29/04     2,438 *
                     21,001   (2)                4.8%   29.7500        08/29/04    70,143 *
                             
D. L. Green          13,565   (1)                3.2%   30.1875        02/26/06    59,686 *
                     15,133   (2)                3.5%   30.3125        07/31/98    41,313 *
                      1,535   (2)                0.4%   28.8125        07/31/98     3,653 *
                     18,721   (2)                4.3%   28.8125        07/22/01    54,104 *
                             
V. A. Roque          12,174   (1)                2.8%   30.1875        02/26/06    53,566 *
                             
W. W. von Schack     20,297   (2)                4.7%   30.7500        08/08/97    47,292 *
                      5,572   (2)                1.3%   30.7500        08/08/97    12,983 *
                     45,913   (1)(5)            10.6%   30.1875        08/08/97   105,141 *
</TABLE>

*    The actual value, if any, an executive may realize will depend on the
     difference between the actual stock price and the exercise price on the
     date the option is exercised.  There is no assurance that the value
     ultimately realized by an executive, if any, will be at or near the value
     estimated.

(1)  These grants represent performance stock options with tandem stock
     appreciation rights and stock-for-stock (reload) options.  If the
     performance conditions are met and the granted option is awarded, fifty
     percent of the award vests immediately, although there is a six-month
     holding period, and the remaining 50% vests one year later.

(2)  These grants represent stock-for-stock (reload) options received upon
     exercise of stock options by the applicable officer electing to use
     previously owned DQE stock to exercise the options under the terms of the
     Plan.  These reload options include tandem stock appreciation rights and
     dividend equivalent accounts and stock-for-stock options.

                                       3
<PAGE>
 
(3)  The exercise price of the options is the fair market value of DQE Common
     Stock on the date such options were granted.  The exercise price may be
     payable in cash or previously owned shares of DQE Common Stock held for at
     least six months.

(4)  The grant date present value shown in column (f) gives the theoretical
     value of the options listed in column (b) on the grant dates using the
     Black-Scholes option pricing model, modified to account for the payment of
     dividends.  The theoretical value of the option was calculated assuming an
     option life equal to the time period between the grant date and expiration
     date (i.e., from 1.45 to 10.00 years); a periodic risk-free rate of return
     equal to the yield of the U.S. Treasury note having a similar maturity date
     as the option expiration date, as reported by Bloomberg Financial Markets
     on the grant date (i.e., from 4.86% to 6.65%); the most recent initial
     quarterly dividend as of the option grant date (i.e., from $0.32 to $0.34),
     with an expected growth rate of 5.5% per year as estimated by "Value Line
     Ratings and Reports", dated December 13, 1996; and an expected stock price
     volatility as reported by Bloomberg Financial Markets over the same length
     of time as the option life as of the month of the grant, (i.e., from 12.96%
     to 17.94%).  No adjustments to the grant date present values have been made
     with respect to exercise restrictions, forfeiture, or early exercise.

(5)  Vested upon award.

              Aggregated Option/SAR Exercises in Last Fiscal Year
                     and Fiscal Year-End Option/SAR Values

<TABLE>
<CAPTION>
 
       (a)               (b)            (c)                 (d)                     (e)
                                                         Number of               Value of
                                                        Securities              Unexercised
                                                  Underlying Unexercised       in-the-Money
                      Number of                      Options/SARs at         Options/SARs at
                     Securities                   Fiscal Year-End (#)(6)    Year-End ($)(6)(7)
                     Underlying       Value      -----------------------   --------------------
                    Options/SARs     Realized          Exercisable/            Exercisable/
Name                Exercised (#)     ($)(5)          Unexercisable           Unexercisable
-----------------------------------------------------------------------------------------------
<S>                 <C>            <C>            <C>                      <C>
D. D. Marshall        38,012  (1)    271,938             40,839 / 84,525   190,809 / 328,803
                      31,177  (2)    271,720
                      18,511  (3)    159,715
                      23,422  (4)    302,532
                             
J. E. Cross            5,522  (2)     42,728             20,756 / 53,333   158,012 / 230,080
                      13,500  (3)     96,468
                             
G. L. Schwass        108,089  (1)    950,779             38,549 / 89,161   103,558 / 315,273
                      45,884  (2)    441,865
                             
D. L. Green           20,897  (1)    151,937             73,921 / 65,612   511,022 / 194,314
                      43,989  (2)    690,645
                             
V. A. Roque           12,115  (1)     83,542             11,500 / 38,507   103,500 / 157,349
                       2,000  (4)     15,625
                             
W. W. von Schack     233,709  (1)  2,105,058                 549,608 / 0       3,974,516 / 0
                      34,369  (2)    656,493
</TABLE>

(1)  Stock appreciation rights exercised for stock and cash.

                                       4
<PAGE>
 
(2)  Stock options exercised for stock by tendering shares of previously-owned
     DQE Common Stock.

(3)  Stock appreciation rights exercised for cash.

(4)  Stock options exercised for stock by tendering cash.

(5)  Represents the difference between the exercise price of the options or SARs
     and the fair market value of DQE Common Stock on the New York Stock
     Exchange on the date of exercise.

(6)  The numbers set forth include options/SARs previously granted (including
     those granted in 1996) but not yet earned.  The number to be earned will be
     based on individual performance and could range from zero to the following
     numbers for the named officers, respectively:  49,986 ($181,998); 37,360
     $129,999); 49,986 ($181,998); 33,379 ($102,686); 26,391 ($68,499); and 0
     ($0).  These options may be earned by the officer over future periods from
     one to three years as established with each option grant.

(7)  Represents the difference between the exercise price of the options or SARs
     and the fair market value of DQE Common Stock on the New York Stock
     Exchange on December 31, 1996.

Retirement Plan

        The following table illustrates the estimated annual benefits payable at
the normal retirement age of 65 to management employees in the specified
earnings classifications and years of service shown:

                               PENSION PLAN TABLE
<TABLE>
<CAPTION>
 
   Highest                            Years of Service
 Consecutive  ---------------------------------------------------------------------
  Five-Year
   Average
 Compensation      5        10        15        20        25        30        35
-----------------------------------------------------------------------------------
<S>             <C>      <C>       <C>       <C>       <C>       <C>       <C>
  $125,000      $10,000  $ 20,000  $ 31,000  $ 41,000  $ 51,000  $ 59,000  $ 65,000
  $150,000      $12,000  $ 25,000  $ 37,000  $ 50,000  $ 62,000  $ 72,000  $ 79,000
  $175,000      $15,000  $ 29,000  $ 44,000  $ 59,000  $ 74,000  $ 85,000  $ 93,000
  $200,000      $17,000  $ 34,000  $ 51,000  $ 68,000  $ 85,000  $ 98,000  $108,000
  $300,000      $26,000  $ 52,000  $ 78,000  $104,000  $130,000  $149,000  $165,000
  $400,000      $35,000  $ 70,000  $105,000  $140,000  $175,000  $201,000  $221,000
  $500,000      $44,000  $ 88,000  $132,000  $176,000  $220,000  $252,000  $277,000
  $600,000      $53,000  $106,000  $159,000  $212,000  $265,000  $304,000  $334,000
  $700,000      $62,000  $124,000  $186,000  $248,000  $310,000  $356,000  $391,000
  $800,000      $71,000  $142,000  $213,000  $284,000  $355,000  $407,000  $447,000
  $900,000      $80,000  $160,000  $240,000  $320,000  $400,000  $459,000  $504,000
  $950,000      $85,000  $169,000  $253,000  $338,000  $422,000  $485,000  $532,000
</TABLE>

     Compensation utilized for pension formula purposes includes salary and
bonus reported in columns (c) and (d) of the Summary Compensation Table and
stock option compensation prior to March 1, 1994.  An employee who has at least
five years of service has a vested interest in the retirement plan.  Benefits
are received by an employee upon retirement, which may be as early as age 55.
Benefits are reduced by reason of retirement if commenced prior to age 60 or
upon election of certain options under which benefits are payable to survivors
upon the death of the employee.  Pension amounts set forth in the above table
reflect the integration with social security of the tax-qualified retirement
plans.  Retirement benefits are also subject to offset by other retirement plans
under certain conditions.

     The credited years of service for Messrs. Marshall, Cross, and Schwass and
Ms. Green are 19, 4.5, 22, and 17, respectively.  The current five-year covered
compensation and current

                                       5
<PAGE>
 
years of credited service of Messrs. Roque and von Schack, respectively, are
$199,231 and 4; and $853,396 and 32.

Employment Agreements

     DQE and Duquesne have three-year employment agreements with Messrs.
Marshall and Schwass, and Duquesne has a similar agreement with Mr. Cross and
Ms. Green.  Each agreement is subject to automatic one-year renewals unless
prior written notice of termination is given by the officer or the Company.

     The agreements provide, among other things, that each serve in his or her
present position at an annual base salary of at least $190,000 for each of
Messrs. Marshall and Schwass; at least $275,000 for Mr. Cross; and at least
$165,000 for Ms. Green, subject to periodic review, and for the participation of
each in executive compensation and other employee benefit plans of the
companies.

     If any of the officers is discharged other than for cause or resigns for
good reason, then, in addition to any amounts earned but not paid as of the date
of termination, he or she would receive in a cash lump sum the balance of his or
her base salary for the remaining term of the agreement; a bonus amount of the
remaining term of the agreement calculated at a rate equivalent to his or her
prior year's bonus; and the actuarial equivalent of the additional pension he or
she would have accrued had his or her service for pension purposes continued
until the expiration of the agreement.  In addition, the officer would be
entitled to immediate vesting (or the redemption in cash) of all of his or her
stock-based awards.

     During 1996, the Board authorized and DQE and Duquesne entered into non-
competition and confidentiality agreements with Messrs. Marshall and Roque and
Ms. Green.  Duquesne has a similar agreement with Mr. Cross.  The agreements
provide that these individuals will not disclose confidential information about
the company or its affiliates; compete directly or indirectly with the Company
or any of its affiliates in a specified geographic area; solicit the business of
certain customers and suppliers of the Company; or induce any employee of the
Company or its affiliates to leave his or her current employment, each for
specified periods of time following the termination of his or her employment
with the Company.  Consideration for these agreements was 200 shares of DQE
Common Stock subject to a one-year transfer restriction plus sufficient cash to
pay federal, state, and local taxes on the shares and an increase in the
severance benefits payable to the executive to one and one-half times the
severance benefits, if any, to which the individual is otherwise entitled with a
minimum of six months and a maximum of one year of severance pay.  If, however,
an executive is a party to an employment agreement which provides greater
severance benefits than are provided under the non-competition and
confidentiality agreements, the employment agreement shall control.

     In connection with the August 1996 resignation of Mr. von Schack as
Chairman and Chief Executive Officer of the Company, DQE, Duquesne, and Mr. von
Schack entered into a letter agreement pursuant to which Mr. von Schack was paid
a prorated bonus in the amount of $120,428 and his coverage under the medical
benefits program was continued for a period of one month.  All of the stock
options granted to and currently held by Mr. von Schack were fully awarded,
vested, and made exercisable.  Mr. von Schack agreed, among other things, not to
disclose confidential information about the Company and its affiliates; compete
directly or indirectly with the Company or any of its affiliates in a specified
geographic area; solicit the business of customers and suppliers of the Company;
or induce any employee of the Company or its affiliates to leave his or her
current employment, each for specified periods of time.  Mr. von Schack also
released the Company from liability for claims arising from and during his
employment and his Employment Agreement with the Company was terminated.  All of
Mr. von Schack's retirement benefits were fully vested and nonforfeitable and
will be distributed in accord with the terms of the retirement plans.

                                       6
<PAGE>
 
     Options and alternative stock appreciation rights granted under the DQE,
Inc. Long-Term Incentive Plan (as amended effective February 27, 1996) become
immediately and fully exercisable upon occurrence of certain change-in-control
events.

Beneficial Ownership of Stock

     The following table shows all equity securities of DQE beneficially owned,
directly or indirectly, as of February 21, 1997, by each director and by each
executive officer named in the Summary Compensation Table:

<TABLE>
<CAPTION>
                               Total Shares of              Shares of Common Stock/
                                 Common Stock               Nature of Ownership (1)
                               ---------------              ------------------------
<S>                            <C>                          <C>           
Daniel Berg                      6,689                       5,039   VP, IP
                                                             1,650   Joint, SVP, SIP
Doreen E. Boyce                  5,744                       5,744   VP, IP
Robert P. Bozzone               18,695   (2)                 8,620   VP, IP
                                                             7,000   VP, IP
                                                             3,075   VP
Sigo Falk                        7,645   (3)                 6,145   VP, IP
                                                             1,500   SVP, SIP
William H. Knoell                7,287   (4)                 6,252   VP, IP
                                                             1,035   SVP, SIP
David D. Marshall               99,948   (5,6)               5,200   VP
                                                                65   VP, IP
                                                            16,894   Joint, SVP, SIP
Robert Mehrabian                 6,890   (7)                 2,008   VP, IP
                                                             3,382   VP
                                                             1,500   SVP, SIP
Thomas J. Murrin                 5,829   (8)                 1,893   VP, IP
                                                             3,186   VP
                                                               750   Joint, SVP, SIP
Eric W. Springer                 7,728   (9)                 6,837   VP, IP
James E. Cross                   7,846   (5,6)               5,200   VP
                                                             2,646   Joint, SVP, SIP
Gary L. Schwass                 91,357   (5)                20,141   VP, IP
Victor A. Roque                 34,556   (5,6)                 200   VP
                                                               407   VP, IP
                                                             1,637   Joint, SVP, SIP
Dianna L. Green                111,968   (5,6)              18,118   VP, IP
                                                               200   VP
Wesley W. von Schack           473,497   (5,10)             22,816   VP, IP
 
Directors, Nominees and
 Executive Officers as a
 Group (19 persons)            899,965
</TABLE>

        None of the individuals named in the table above owned beneficially more
than 1% of the Company's outstanding shares of Common Stock.  The directors and
executive officers as a group beneficially owned 1.16% of the Company's
outstanding shares of Common Stock as of February 21, 1997.

                                       7
<PAGE>
 
(1)  The term "Joint" means owned jointly with the person's spouse.  The
     initials "VP" and "IP" mean sole voting power and sole investment power,
     respectively, and the initials "SVP" and "SIP" mean shared voting power and
     shared investment power, respectively.

(2)  7,000 of these shares are held by a foundation established for charitable
     purposes, for which Mr. Bozzone is the trustee but not an income
     beneficiary.  3,075 shares were granted under the DQE, Inc. 1996 Stock Plan
     for Non-Employee Directors to vest over four years.

(3)  1,500 of these shares are held by a trust in which Mr. Falk is an income
     beneficiary but not a trustee.

(4)  1,035 of these shares are held by a trust in which Mr. Knoell is a trustee
     and the income beneficiary.

(5)  The amounts shown as owned by Messrs. Marshall, Cross, Schwass, Roque,
     Mitchell, and von Schack and Ms. Green include shares of Common Stock which
     they have the right to acquire within 60 days of February 21, 1997 through
     the exercise of stock options granted under the Long-Term Incentive Plan in
     the following amounts:  77,789; 29,381; 71,216; 32,312; 449,608; and
     93,650, respectively, and all executive officers as a group: 964,293
     shares.

(6)  The amounts shown as being owned by Messrs. Marshall, Cross, and Roque and
     Ms. Green include 200 shares of restricted stock which were awarded as part
     of consideration for the signing of Noncompetition and Confidentiality
     Agreements and are subject to forfeiture for a period of one year from the
     date of the Agreement, and 5,000 shares of restricted stock granted to Mr.
     Marshall which is subject to performance vesting for a three-year period.

(7)  1,500 of these shares are held in an IRA for which Mellon Bank, N.A. is the
     trustee; Dr. Mehrabian is the beneficiary.  3,382 shares were granted under
     the DQE, Inc. 1996 Stock Plan for Non-Employee Directors to vest over five
     years.

(8)  3,186 shares were granted under the DQE, Inc. 1996 Stock Plan for Non-
     Employee Directors to vest over three years.

(9)  891 of these shares are held by Mr. Springer's wife.  Mr. Springer
     disclaims beneficial ownership of such shares.

(10) 166 of these shares are held in an IRA for which The Dreyfuss Corporation
     is the trustee, and Mr. von Schack is the beneficiary.  1,099 of these
     shares are held in an IRA by Mr. von Schack's wife.  Mr. von Schack
     disclaims beneficial ownership of these shares.

(11) Messrs. Marshall, Cross, Schwass, and Roque and Ms. Green also beneficially
     own 605, 185, 607, 151, and 609 shares, respectively, of Duquesne Light
     Company Preference Stock, Plan Series A.  The preference shares are held by
     the ESOP trustee for Duquesne Light Company's 401(k) Plan on behalf of the
     Executive Officers, who have voting but not investment power.  The
     preference shares are redeemable for DQE Common Stock or cash on
     retirement, termination of employment, death, or disability.  Shares
     outstanding as of February 21, 1997 for the Preference Stock, Plan Series A
     are 820,221.  Victor Roque is not vested in these preference shares.

(12) The directors and executive officers do not own any shares of Duquesne
     Preferred Stock.

                                       8
<PAGE>
 
Directors' Fees and Plans

     Directors who are not employees are compensated for their Board service by
a combination of DQE Common Stock and cash.  They receive an annual Board
retainer of $15,000 in cash for service to the Company and its affiliates,
payable in twelve monthly installments, and 250 shares of DQE Common Stock,
payable in April of each year.  Each director also receives a fee of $1,000 for
each Board and committee meeting attended.  For service as Lead Directors in
1996, Messrs. Bozzone and Knoell each received 263 shares of DQE Common Stock
and $5,021 in cash.  Dr. Berg received a fee of $1,000 per meeting for three
meetings he attended as a director of Chester Engineers, Inc., a Company
affiliate.  Directors who are employees of the Company or any of its affiliates
do not receive fees for their services as directors.

     In February of 1996, the Board of Directors authorized a study of outside
director pension programs.  After a full review, the Board voted to terminate
the Outside Directors' Retirement Plan ("the Directors' Retirement Plan") for
individuals who become non-employee directors after August 27, 1996 and to
freeze the plan for current non-employee directors as of December 1, 1996.
Directors who retired prior to August 27, 1996 will continue to receive their
monthly benefits under the Directors' Retirement Plan which are equal to the
monthly retainer in effect at the time of retirement from the Board for a period
equal to the total months of service on the DQE and Duquesne Light Company
Boards but no longer than 120 months.  As a result of the termination of the
Directors' Retirement Plan, new non-employee directors will not be entitled to
benefits under that Plan, and current non-employee directors will accrue no
additional retirement benefits for services after December 1, 1996.  In full
satisfaction of their accrued benefits under the Directors' Retirement Plan,
current directors received as of December 31, 1996, shares of DQE Common Stock
and cash equal in value to the actuarial value of such accrued benefits.  Such
actuarial value was determined assuming a 5% per annum increase in the annual
retainer, future annual increases in the value of DQE Common Stock of 6.5%, a
dividend yield of 4.5%, and an after-tax discount rate of 4.5% per annum.  In
the case of current directors with less than ten years' service, all or a
portion of the shares received are subject to a vesting schedule.  The vesting
schedule is the same as the vesting schedule to which benefits under the
Directors' Retirement Plan were subject, i.e., 50% vesting after five years of
service plus an additional 10% vesting in years six through ten.

     In order to increase directors' stock-based compensation and thus
strengthen the link between directors' compensation and stockholder interests,
the Board adopted a new stock plan under which new non-employee directors will
each receive up to 4,150 shares of restricted DQE Common Stock that will vest at
the rate of 50% after five years of service as a director plus an additional 10%
per year in years six through ten.  Unvested shares are forfeited if the
recipient ceases to be a director.

     Each director under the age of 72 who is not an employee may elect under a
directors' deferred compensation plan to defer receipt of a percentage of his or
her director's remuneration until after termination of service as a director.
Deferred compensation may be received in one to ten annual installments
commencing, with certain exceptions, on the 15th day of January of the year
designated by the director.  Interest accrues quarterly on all deferred
compensation at a rate equal to a specified bank's prime lending rate.  Daniel
Berg and Robert Mehrabian elected to participate in the plan for 1996.

     As part of its overall program to promote charitable giving, the Company
has a directors' Charitable Giving Program for all directors funded by Company-
owned life insurance policies on the directors.  Directors are paired, and upon
the death of the second of the two directors, the Company will donate up to five
hundred thousand dollars each to one or more qualifying charitable organizations
recommended by each of the two directors and reviewed and approved by the
Employment and Community Relations Committee.  A director must have Board
service

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of 60 months or more in order to qualify for the full donation amount,
with service of less than 60 months qualifying for an incremental donation.  The
program does not result in any material cost to the Company.

     The Company provides Business Travel Insurance to its non-employee
directors as part of its Business Travel Insurance Plan for Management
Employees.  In the event of accidental death or dismemberment, benefits of up to
$400,000 per individual are provided.  The program does not result in any
material cost to the Company.


Compensation Committee Interlocks and Insider Participation

     The members of the Compensation Committee are Dr. Boyce and Messrs. Bozzone
and Falk.  No member of the Compensation Committee was at any time during 1996
or at any other time an officer or employee of the Company.

     No executive officer of the Company served on the Board of Directors or
Compensation Committee of any entity which has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.

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